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EXHIBIT (a)(7)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made by the
Prospectus (as defined below) and the related Letter of Transmittal and any
amendments or supplements thereto, and is being made to all holders of Shares.
The Offer, however, is not being made to, nor will Shares be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. Purchaser (as defined below) may in its discretion, however, take
such action as it may deem necessary to make the Offer in any jurisdiction and
extend the Offer to holders of Shares in such jurisdiction. In jurisdictions
whose laws require that the Offer be made by a licensed broker or dealer, the
Offer shall be deemed to be made on Purchaser's behalf by Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Banc of America Securities LLC (the "Dealer
Managers") or by one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
Notice by
Fenres Acquisition Corp.
a wholly owned subsidiary of
Georgia-Pacific Corporation
of its Offer to Exchange
$29.60 Net to the Seller in Cash
and
.2644 Shares of Common Stock of
Georgia-Pacific Corporation--Georgia-Pacific Group
(Subject to the Limitation Described Below)
for
Each Outstanding Share of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Fort James Corporation
Fenres Acquisition Corp. ("Purchaser"), a Virginia corporation and a wholly
owned subsidiary of Georgia-Pacific Corporation, a Georgia corporation
("Parent"), is offering to exchange $29.60, net to the seller in cash, and .2644
shares of common stock, par value $.80 per share, of Georgia-Pacific
Corporation--Georgia-Pacific Group ("Parent Group Common Stock"), subject to the
limitation described below, for each outstanding share of common stock, par
value $.10 per share (the "Common Stock"), of Fort James Corporation (the
"Company"), together with the associated rights to purchase preferred stock
issued pursuant to the Rights Agreement, dated as of February 26, 1999, as
amended (the "Rights Agreement"), between the Company and the Norwest Bank
Minnesota, N.A., as Rights Agent (the "Rights" and, together with the Common
Stock, the "Shares"), upon the terms and subject to the conditions set forth in
the Prospectus and related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
number of shares of Parent Group Common Stock into which each Share would be
exchanged in the Offer will be determined by dividing $10.40 by the average
(rounded to the nearest 1/10,000) of the volume weighted averages (rounded to
the nearest 1/10,000) of the trading prices of Parent Group Common Stock on the
New York Stock Exchange for the 10 consecutive trading days ending on the third
trading day immediately preceding the date on which Purchaser accepts for
exchange the Shares tendered in the Offer; provided that if the average trading
price for Parent Group Common Stock during such period is less than or equal to
$39.33, the exchange ratio will be .2644. The purpose of the Offer is to enable
Parent to acquire all of the equity interest in the Company. As of October 11,
2000, Parent owns no Shares. Following consummation of the Offer, Parent intends
to effect the Merger described below. Shareholders of record who tender directly
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to the Exchange Agent (as defined below) will not be obligated to pay brokerage
fees or commissions or, subject to Instruction 6 of the Letter of Transmittal,
stock transfer taxes, if any, on the purchase of Shares by Purchaser pursuant to
the Offer. Shareholders who hold their Shares through a broker or bank should
consult such institution as to whether it charges any service fees. Purchaser
will pay all charges and expenses of the Dealer Managers, EquiServe Trust
Company, N.A., which is acting as exchange agent (the "Exchange Agent"), and
D.F. King & Co., Inc., which is acting as the "information agent" (the
"Information Agent"), incurred in connection with the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON NOVEMBER 9, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not properly withdrawn prior to the Expiration Date (as defined
below) that number of Shares which represents not less than two-thirds of the
total outstanding Shares on a fully diluted basis and (2) the expiration or
termination of the applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and any material European
antitrust filing. The Offer is also subject to other conditions. See the
Prospectus. The Offer is not conditioned upon Parent or Purchaser obtaining
financing.
The Offer is being made pursuant to the Agreement and Plan of Merger dated as of
July 16, 2000 (the "Merger Agreement") among Parent, Purchaser and the Company.
The Merger Agreement provides, among other things, that following the completion
of the Offer and the satisfaction or waiver, if permissible, of all conditions
set forth in the Merger Agreement and in accordance with applicable law,
Purchaser will be merged with and into the Company (the "Merger"), with the
Company surviving the Merger as a wholly owned subsidiary of Parent. At the
effective time of the Merger (the "Effective Time"), each outstanding Share
(other than Shares held in the Company's treasury or Shares owned by Parent,
Purchaser or any subsidiary of Parent or Purchaser immediately before the
Effective Time, all of which will be cancelled) will be converted into the right
to receive the same consideration paid in the Offer, upon the terms and subject
to the conditions set forth in the Merger Agreement. The Merger Agreement is
more fully described in the Prospectus.
The Board of Directors of the Company (1) has determined that the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, are in the best interests of the Company and the Company's shareholders,
(2) has approved the Merger Agreement and the transactions contemplated thereby,
including the Offer and the Merger, and (3) recommends that the Company's
shareholders accept the Offer and tender their Shares in the Offer.
For purposes of the Offer, Purchaser shall be deemed to have accepted for
exchange, and thereby exchanged, Shares validly tendered and not properly
withdrawn when, as and if Purchaser gives oral or written notice to the Exchange
Agent, as agent for the tendering shareholders, of its acceptance for exchange
of such Shares. Payment for Shares so accepted will be made by deposit of the
purchase price therefor with the Exchange Agent, which will act as agent for
tendering shareholders for the purpose of receiving payment from Purchaser and
transmitting payment to validly tendering shareholders. In all cases, payment
for Shares accepted for exchange pursuant to the Offer will be made only after
timely receipt by the Exchange Agent of (i) certificates representing such
Shares (or timely confirmation of a book-entry transfer of such Shares into the
Exchange Agent's account at The Depository Trust Company ("DTC")), (ii) a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees or an Agent's Message (as
defined in the Prospectus) in connection with a book-entry transfer and (iii)
any other documents required by the Letter of Transmittal.
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The term "Expiration Date" means 12:00 midnight, New York City time, on November
9, 2000, unless and until Purchaser (subject to the terms and conditions of the
Merger Agreement) extends the period of time for which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by Purchaser, shall expire prior to the exchange
of any Shares.
Purchaser may, without the consent of the Company, extend the Offer beyond the
then-scheduled Expiration Date in the following events: (i) for one or more
periods (not in excess of 10 business days each) but in no event ending later
than February 28, 2001 if at the then-scheduled or extended Expiration Date any
of the conditions to the Offer have not been satisfied or waived, until such
conditions are satisfied or waived, (ii) for any period required by any rule,
regulation, interpretation or position of the United States Securities and
Exchange Commission or the staff thereof applicable to the Offer or any period
required by applicable law or (iii) for an aggregate period of not more than 10
business days beyond the latest applicable date that would otherwise be
permitted under clauses (i) or (ii) of this sentence, if, as of such date, all
of the conditions to the Offer have been satisfied or waived, but the number of
Shares validly tendered and not withdrawn pursuant to the Offer equals 80% or
more, but less than 90%, of the outstanding Shares on a fully diluted basis.
In the event that Purchaser is unable to consummate the Offer on the initial
Expiration Date due to the failure of the conditions to the Offer to be
satisfied or waived, Parent shall cause Purchaser to, unless the Merger
Agreement is terminated, extend the Offer and set subsequent Expiration Dates
until February 28, 2001.
Purchaser shall cause any such extension to be made by giving oral or written
notice of such extension to the Exchange Agent, which will be followed by public
announcement thereof no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer and subject to the right, if any, of a tendering
shareholder to withdraw such shareholder's Shares.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior
to the final Expiration Date unless theretofore accepted for exchange pursuant
to the Offer. For a withdrawal of Shares tendered to be effective, a written or
facsimile transmission notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth in the Prospectus. Any notice
of withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name(s) in which the
certificate(s) representing such Shares are registered, if different from that
of the person who tendered such Shares. If certificates for Shares to be
withdrawn have been delivered or otherwise identified to the Exchange Agent, the
name of the registered holder and the serial numbers shown on the particular
certificate evidencing the Shares to be withdrawn must also be furnished to the
Exchange Agent prior to the physical release of the Shares to be withdrawn. The
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Prospectus) (except in the case of Shares
tendered by an Eligible Institution). If Shares have been tendered pursuant to
the procedures for book-entry transfer, any notice of withdrawal must specify
the name and number of the account at DTC to be credited with such withdrawn
Shares and must otherwise comply with DTC's procedures. All questions as to the
form and validity (including time of receipt) of notices of withdrawal will be
determined by Purchaser, in its sole discretion, and its determination will be
final and binding on all parties.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Exchange Act is contained in the
Prospectus and is incorporated herein by reference.
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In connection with the Offer, the Company has provided Purchaser with the names
and addresses of all record holders of Shares and security position listings of
Shares held in stock depositories. The Prospectus, the related Letter of
Transmittal and other related materials will be mailed to registered holders of
Shares and will be furnished to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
The Prospectus and the related Letter of Transmittal contain important
information that should be read carefully before any decision is made with
respect to the Offer.
Any questions or requests for additional copies of the Prospectus, the related
Letter of Transmittal and other related tender offer materials may be directed
to the Information Agent or the Dealer Managers at their respective addresses
and telephone numbers set forth below, and copies will be furnished promptly at
Purchaser's expense. Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Dealer Managers, the
Exchange Agent and the Information Agent) in connection with the solicitation of
tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers, Call Collect: 1-212-269-5550
All Others, Call Toll-Free: 1-888-460-7637
The Dealer Managers for the Offer are:
Merrill Lynch & Co.
Four World Financial Center
New York, New York 10080
Call Collect: 1-212-236-3790
Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Call Toll-Free: 1-866-216-0930
October 13, 2000
